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RES 2007-80 - 00014481RESOLUTION NO. 2007 - 80 RESOLUTION APPROVING THE ISSUANCE AND SALE OF VARIABLE RATE DEMAND SENIOR HOUSING REFUNDING REVENUE BONDS, SERIES 2007A (BANFILL CROSSING HOMES PROJECT) AND SENIOR HOUSING REFUNDING REVENUE BONDS, SUBORDINATE SERIES 2007B (BANFILL CROSSING HOMES PROJECT) AND AUTHORIZING EXECUTION AND DELIVERY OF DOCUMENTS RELATED THERETO WHEREAS, the City of Fridley, Minnesota (the "City ") is authorized by Minnesota Statutes, Chapter 462C (the "Act ") to issue revenue bonds for the purpose of financing the development of multifamily rental housing for elderly persons; and WHEREAS, the City has previously issued its City of Fridley, Minnesota Senior Housing Revenue Bonds (Banfill Crossing Homes Project), Series 1999 (the "Prior Bonds ") pursuant to an Indenture of Trust between the City and U.S. Bank National Association, as trustee dated as of August 1, 1999 (the "Prior Indenture "); and loaned the proceeds of the Prior Bonds to Banfill Crossing, Inc. (formerly Minnesota Christian Homes of Fridley, Inc.) (the "Original Borrower ") pursuant to a Loan Agreement dated as of August 1, 1999; and WHEREAS, simultaneously with the issuance of the Prior Bonds, the City issued its City of Fridley, Minnesota Subordinated Senior Housing Revenue Note (Banfill Crossing Homes Project), Series 1999 (the "Prior Subordinate Note "), and loaned the proceeds of the Subordinate Note to the Original Borrower pursuant to a Subordinate Note Loan Agreement dated as of August 1, 1999; and WHEREAS, the proceeds of the Prior Bonds and the Prior Subordinate Note were applied by the Original Borrower to pay costs of acquisition, development, construction, and equipping of a 110 -unit senior housing development located in the City of Fridley and known as Banfill Crossing (the "Project "); and WHEREAS, J.A. Wedum Foundation, a nonprofit corporation organized under the laws of the State of Minnesota and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Sole Member "), is the sole member of the Original Borrower and Banfill Senior Housing, LLC (the "Borrower "), and has determined to transfer ownership of the Project from the Original Borrower to the Borrower; and WHEREAS, the Borrower has requested that the City issue its refunding revenue bonds in one or more series for the purpose of refunding the Prior Bonds and the Prior Subordinate Note in order to reduce debt service costs to the Project; and WHEREAS, as required by the provisions of federal tax law applicable to tax - exempt bonds, the City has conducted a public hearing on the date hereof on the proposal to issue the refunding revenue bonds; and WHEREAS, the bonds shall be payable solely from amounts pledged therefor under the Indenture hereinafter referred to, and neither the City nor the State of Minnesota nor any political subdivision thereof shall be liable on the bonds, and the bonds shall not be a debt of the City (except to the extent of the trust estate pledged in the Indenture) or the State of Minnesota or any political subdivision thereof, and in any event shall not give rise to a charge against the credit or taxing power of the City, the State of Minnesota, or any political subdivision thereof, Resolution No. 2007 -80 Page 2 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Fridley, Minnesota as follows: Authorization of Bonds. For the purpose of refinancing the Project and refunding the Prior Bonds and the Prior Subordinate Note, there is hereby authorized the issuance of Variable Rate Demand Senior Housing Refunding Revenue Bonds, Series 2007A (Banfill Crossing Homes Project) (the "Series 2007A Bonds ") and Senior Housing Refunding Revenue Bonds, Subordinate Series 2007B (Banfill Crossing Homes Project) (the "Series 2007B Bonds," and together with the Series 2007A Bonds, the "Bonds "). The Bonds shall be issued in an aggregate principal amount not to exceed $10,000,000, provided that the Series 2007A Bonds shall be issued in the maximum principal amount which is approved by Fannie Mae, as credit enhancer for the Series 2007A Bonds, and the Series 2007B Bonds shall be in the remaining principal amount necessary to provide sufficient net proceeds for the purpose of the financing. The Bonds shall bear interest at such rates, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed by the respective Indenture, provided that the interest rate on the Series 2007A Bonds shall be variable and the maximum interest rate on the Series 2007B Bonds shall not exceed 8% per annum. Documents Presented. Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the City's offices: (a) the Trust Indenture for the Series 2007A Bonds, between the City and U.S. Bank National Association, as trustee (the "Trustee) and the Subordinate Indenture of Trust for the Series 2007B Bonds, between the City and the Trustee, as trustee for the Series 2007B Bonds (collectively, the "Indenture "); (b) a Financing Agreement and a Subordinate Financing Agreement (collectively, the "Financing Agreement "), each between the City, the Trustee and the Owner; (c) an Assignment and Intercreditor Agreement among the City, the Trustee, the Owner and Fannie Mae; (d) an Amendment and Assumption of Regulatory Agreement, between the City, the Trustee and the Owner; (e) a Bond Purchase Agreement relating to the Series 2007A Bonds and a Bond Purchase Agreement relating to the Series 2007B Bonds (collectively, the "Bond Purchase Agreement "), between the City, the Owner, and Dougherty & Company LLC (the "Underwriter ") (the documents described in (a) through (e) above being the "Bond Documents "); and (f) a form of the Official Statement and the Subordinate Official Statement (collectively, the "Official Statement "), to be completed, describing the offering of the Bonds and certain terms and provisions of the documents recited herein. Authorization of Documents Presented. The forms of the Bond Documents are approved, with such additions or modifications thereto and deletions therefrom as may be approved by the Mayor, the Finance Director or the City Manager prior to the execution and delivery thereof, such approval to be conclusively evidenced by the execution and delivery thereof by the appropriate officers of the City. Resolution No. 2007 -80 Page 3 Execution, Sale and Delivery of Bonds. The Underwriter has agreed pursuant to the provisions of the Bond Purchase Agreement, and subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and said purchase price is hereby accepted. The Mayor and the City Manager are authorized to execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication, registration and delivery to the Underwriter. Execution and Delivery of Bond Documents. The Mayor and the City Manager are hereby authorized to execute and deliver the Bond Documents and such other documents and agreements as are deemed by the authorized officers, upon advice of counsel, to be necessary and appropriate in connection with the issuance of the Bonds, in the name and on behalf of the City, provided that the Bond Purchase Agreement may be executed by one of such officers acting alone. Official Statement. The City hereby consents to the completion of the Official Statement and its circulation by the Underwriter in offering the Bonds for sale and the completion of a final form of the Official Statement to reflect the final terms of the Bonds and the foregoing described agreements; provided, however, that the City has not been requested to and has not participated in the preparation of the Official Statement or reviewed or verified the information in the Official Statement and takes no responsibility for and makes no representations or warranties as to, the accuracy, sufficiency or completeness of such information or the information to be included in the final form of the Official Statement (other than information included under the heading "THE ISSUER"). Certificates, etc. The Mayor, the City Clerk, the Finance Director and the City Manager are authorized to prepare and furnish to bond counsel and the purchaser of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Nature of City's Obligations. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Bonds or the Bond Documents shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any Council member, officer, agent, or employee of the City in that person's individual capacity, and neither the Council nor any officer or employee executing the Bonds or such documents shall be liable personally on the Bonds or be subject to any representation, personal liability or accountability by reason of the issuance thereof. No provision, representation, covenant or agreement contained in the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral obligation of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in the Bonds or in any other document related to the Bonds, the City has not obligated itself to pay or remit any funds or revenues, other than the Trust Estate described in the Indenture. Payment of Costs. All costs incurred by the City in connection with the issuance, sale and delivery of the Bonds and the execution and delivery of the documents referred to above or any other agreement or instrument relative to the Bonds, whether or not actually issued or delivered, such as costs of publication of legal notices, have been agreed by the Owner to be paid by the Owner or reimbursed by the Owner to the City. Resolution No. 2007 -80 Page 4 Authorized Officers. The Bonds, the Bond Documents and any other documents referred to herein are authorized to be executed on behalf of the City by its Mayor, the City Clerk, the Finance Director and City Manager; provided that in the event any of the officers of the City authorized to execute documents on behalf of the City under this Final Resolution shall have resigned or shall for any reason be unable to do so, the deputy or acting Mayor, City Clerk, Finance Director or City Manager, is hereby directed and authorized to do so on behalf of the City, with the same effect as if executed by any officer specifically authorized to do so in the Indenture or this Final Resolution. Appointment of Trustee. The Trustee is hereby appointed as Trustee, Paying Agent and Bond Registrar for the Bonds. Future Amendments. The authority to approve, execute and deliver future amendments to financing documents entered into by the City in connection with the issuance of the Bonds and consents required under the financing documents is hereby delegated to the City Manager and Finance Director, subject to the following conditions: (a) such amendments or consents do not materially adversely affect the interests of the City; (b) such amendments or consents do not contravene or violate any policy of the City, and (c) such amendments or consents are acceptable in form and substance to the counsel retained by the City to review such amendments. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the City Manager and the Finance Director shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the City Manager or Finance Director, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the City authorized to act in their place and stead. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 10TH DAY OF DECEMBER, 2007. 'X�J!�k SCOTY J. UND - MAYOR ATTEST: DEBRA A. SKO N — CITY CLERK